Assets of Movie Theaters Business

Auction Sale of substantially all of assets of Alamo Drafthouse Cinemas Holdings, LLC, and its affiliated sellers (collectively, the “Sellers”), which includes:

• All cash, cash equivalents, prepayments (including all prepayments made to third party vendors), deferred assets, refunds, credits or overpayments, except for the Excluded Cash;
• All accounts receivables of the sellers, except for any receivable related to an Excluded Asset;
• All inventory of the sellers; any directors’ and officers’ (or similar) insurance policies, any insurance policies of Sellers that covers directors and officers, and any rights thereunder;
• All insurance policies of Sellers and any claims thereunder to the extent such policies relate to the operation of the sellers business or to any Assumed Liabilities; except for coverage and proceeds for any claims relating to or arising prior to the Closing Date; those unexpired leases designated by Purchaser (the “Assigned Leases”) with respect to all real property leased, licensed or otherwise granted to the sellers; those executory contracts designated by the Purchaser (“Purchased Contracts”);
• Any security deposits held by counterparties to Purchased Contracts;
• All furniture, fixtures, equipment, marketing materials and other personal property used in the operations of the sellers;
• All merchandise and other personal property used in the operation of the sellers;
• To the extent transferable pursuant to applicable law, all permits required for Sellers to conduct business as currently conducted or for the ownership, operation, use, maintenance, or repair of any of the Purchased Assets;
• All books and records of the sellers;
• All intellectual property of the sellers;
• All general intangibles associated with the sellers business;
• All guarantees, representations, warranties, and indemnities associated with the operation of the business, including in respect of any Assumed Liabilities;
• All claims, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (including any such item relating to the payment of taxes) other than counterclaims and defenses related to Excluded Assets, including all claims and causes of action arising under Sections 544 through 553 of the Bankruptcy Code or any analogous state law (the “Avoidance Actions”) and proceeds thereof;
• All prepayments, deposits, deferred assets, rights to refunds (including pre and post-bankruptcy rights to tax refunds), credits, rights to recover overpayments or other receivables, other than those related to Excluded Assets; and
• All rights with respect to proofs of claim filed by or on behalf of any of the Debtors in any bankruptcy case other than the Chapter 11 Cases.